UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~April~~July 927, 2012

QSGI INC.

(Exact Name of Registrant as Specified in its Charter)

	Delaware (State or Other Jurisdiction of Incorporation)	001-32620 (Commission File Number)	13-2599131 (IRS Employer Identification Number)
400 Royal Palm Way, Palm Beach, FL 33480 (Address of Principal Executive Office)
Registrant’s telephone number, including area code: (561) 629-5713

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8 1.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

On ~~April~~July 927, 2012 ~~QSGI~~the ~~Green~~Company entered into the settlement of a litigation entitled QSGI, Inc. v IBM Global Financing and International Business Machines Corp., No. 9:11-cv-80880-KLR, in the United States District Court, Southern District of Florida (the ~~Company~~“Court”),. The parties executed a ~~wholly-owned~~Settlement ~~subsidiary~~Agreement ofregarding ~~QSGI~~the litigation on July 30, ~~Inc~~2012., The ~~was~~Settlement ~~notified~~Agreement provided that ~~Moshe~~the ~~Schneider~~parties execute and ~~Avner~~file ~~Harel~~with ~~resigned~~the ~~from~~Court ~~their~~a ~~employment~~Stipulation ~~positions~~of atVoluntary Dismissal of Action with Prejudice (the ~~Company~~“Stipulation”). ~~According~~The toStipulation was filed on July 31, 2012 with the ~~notification~~Court. All ~~although~~requirements ~~they~~of ~~had~~the ~~continued~~Settlement tohave ~~perform~~been ~~work~~satisfied ~~for~~and the Company ~~from~~has ~~March~~filed 31the ~~until~~required ~~April~~documents 3,with ~~2012,~~the ~~their resignation~~court ~~was~~to ~~effective~~dismiss asthe oflitigation ~~March~~with ~~31, 2012~~prejudice.

Moshe Schneider and Avner Harel remain subject to a Non-Competition, Non-Solicitation and Trade Secret agreement (the Agreement) with the Company executed in conjunction with and contemporaneous to the Asset Purchase Agreement dated September 21, 2011 between The Gasket Guy, Inc. and the Company. A provision of the Agreement defines a "Competing Business", and provides that for two years following the end of their employment, Schneider and Harel will not directly or indirectly compete with the Company. The Company currently intends to enforce full compliance with the Agreement.

The salient sections of the Agreement are attached in Exhibit 1.

ITEM 9.01	Financial Statements and Exhibits
Exhibit Number	Description
1.	Excerpt from Non-Competition, Non-Solicitation and Trade Secret Agreement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	QSGI INC.
Date: April 12, 2012	By:	/S/ Marc Sherman
Date: August 10, 2012	By: /S/ Marc Sherman
	Marc Sherman	~~Marc Sherman~~
	Chairman of the Board	~~Chairman of the Board~~

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